File No. 333-20191
As filed with the SEC on December 8, 2017
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
FEDERATED MUNICIPAL BOND FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1-800-341-7400
(Area Code and Telephone Number)
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
John W. McGonigle, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Thomas Early, Esquire
Goodwin Procter LLP
601 S. Figueroa St.
41st Floor
Los Angeles, CA 90017
Acquisition of the assets of
FEDERATED NEW YORK MUNICIPAL INCOME FUND
(A Portfolio of Federated Municipal Securities Income Trust)
By and in exchange for
Class A Shares and Class B Shares
of
FEDERATED MUNICIPAL BOND FUND, INC.
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended.
Title of Securities Being Registered:
Class A Shares and Class B Shares
without par value, of
Federated Municipal Bond Fund, Inc.
It is proposed that this filing will become effective
Immediately upon filing pursuant to Rule 485 (b).
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (333-220191) is to file Exhibit 12, Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization, as discussed in the Registrant’s Form N-14 filing on August 28, 2017.
This Post-Effective Amendment No. 1 consists of the following:
Cover Sheet
Contents of the Registration Statement
Part A --- The definitive Prospectus/Proxy Statement of the Registrant as filed on October 10, 2017 pursuant to Rule 497 is incorporated herein by reference.
Part B --- The definitive Statement of Additional Information of the Registrant as filed on October 10, 2017 pursuant to Rule 497 is incorporated herein by reference.
Part C --- Other Information
Signature Page
Exhibits
Exhibit 12 – Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization.
PART C. OTHER INFORMATION.
Item 15. Indemnification
Indemnification is provided to Directors and officers of the Registrant pursuant to the Registrant's Articles of Incorporation and Bylaws, except where such indemnification is not permitted by law. However, the Articles of Incorporation and Bylaws do not protect the Directors or officers from liability based on willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office. Directors and officers of the Registrant are insured against certain liabilities, including liabilities arising under the Securities Act of 1933 (the "Act").
Insofar as indemnification for liabilities arising under the Act may be permitted to Directors, officers, and controlling persons of the Registrant by the Registrant pursuant to the Articles of Incorporation or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Directors, officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Directors, officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Directors, officers, or controlling persons of the Registrant by the Registrant pursuant to the Articles of Incorporation or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Articles of Incorporation or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Directors who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Directors or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
Item 16. Exhibits
| Exhibit Number | DESCRIPTION |
| (1) | |||
| 1.1 | Conformed copy of Articles of Restatement of the Registrant (including Amendment Nos. 4-13); | (20) | |
| 1.2 | Conformed copy of Articles Supplementary; | (27) | |
| 1.3 | Conformed copy of Articles Supplementary dated February 22, 2017 | (36) | |
| 1.4 | Conformed copy of Articles Supplementary dated June 1, 2017 | (38) |
| (2) | |||
| 2.1 | Copy of By-Laws of the Registrant (including Amendment Nos. 11-13); | (20) | |
| 2.2 | Amendment No. 14 | (22) | |
| 2.3 | Amendment No. 15 | (23) | |
| 2.4 | Amendment No. 16 | (24) | |
| 2.5 | Amendment No. 17 | (24) | |
| 2.6 | Amendment No. 18 | (24) | |
| 2.7 | Amendment No. 19 | (37) |
| (3) | Not applicable |
| (4) | The Registrant hereby incorporates the conformed copy of Agreement and Plan of Reorganization are filed herein as Annex A to the Prospectus/Proxy Statement from Item 4 of the Registrant’s Registration Statement on Form N-14, filed with the Commission on October 10, 2017. |
| (5) | |||
| 5.1 | Copies of Specimen Certificates for Shares of Capital Stock of the Registrant’s Class A Shares, Class B Shares and Class C Shares; As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates. | (16) |
| (6) | |||
| 6.1 | Conformed Copy of Investment Advisory Contract of the Registrant; | (9) | |
| 6.2 | Conformed copy of Amendment dated June 1, 2001 to the Investment Advisory Contract of the Registrant; | (21) |
| (7) | |||
| 7.1 | Conformed Copy of Distributor's Contract of the Registrant; | (12) | |
| 7.2 | Conformed Copy of Exhibit A and B to the Distributor’s Contract of the Registrant; | (20) | |
| 7.3 | Conformed Copy of Distributor’s Contract (Class B Shares) including Exhibit 1 and Schedule A and B; | (17) | |
| 7.4 | The Registrant hereby incorporates the conformed copy of the specimen Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the Cash Trust Series II Registration Statement on Form N-1A, filed with the Commission on July 24, 1995 (File Numbers 33-38550 and 811-6269); | ||
| 7.5 | Conformed copy of Amendment dated June 1, 2001 to Distributor’s Contract of the Registrant; | (21) | |
| 7.6 | Conformed copy of Amendment dated October 1, 2003 to Distributor’s Contract of the Registrant | (23) | |
| 7.7 | Conformed copy of Exhibit E to the Distributor’s Contract of the Registrant | (27) | |
| 7.8 | Conformed copy of Exhibit F dated March 1, 2017 to the Distributor’s Contract of the Registrant | (36) |
| (8) | Not applicable |
| (9) | |||
| 9.1 | Conformed Copy of Custodian Contract of the Registrant; | (13) | |
| 9.2 | Conformed Copy of Custodian Fee Schedule; | (17) | |
| 9.3 | Conformed copy of Amendment to Custodian Contract of the Registrant; | (21) | |
| 9.4 | Conformed Copy of Custodian Contract of the Registrant including Amendments 1 through 6 | (29) | |
| 9.5 | Conformed Copy of Amendments 8 and 9 to the Custodian Agreement of the Registrant | (30) |
| (10) | |||
| 10.1 | Conformed Copy of Distribution Plan of the Registrant; | (12) | |
| 10.2 | Conformed Copy of Exhibit A of Distribution Plan of the Registrant; | (20) | |
| 10.3 | The responses described in Item 23(e) (v) are hereby incorporated by reference. | ||
| 10.4 | Conformed Copy of Exhibit 1 and Schedule A to Distribution Plan (Class B Shares) of the Registrant; | (17) | |
| 10.5 | Conformed copy of Distribution Plan (including Exhibit A) of the Registrant; | (23) |
| (11) | The Registrant hereby incorporates the Conformed Copy of Opinion and Consent of Counsel Regarding the Legality of Shares being Issued from Item 11 of the Registrant’s Registration Statement on Form N-14, filed with the Commission on October 10, 2017. |
| (12) | Conformed copy of Opinion regarding Tax Consequences of the Reorganization | + |
| (13) | |||
| 13.1 | Conformed Copy of Amended and Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custodian Services Procurement; | (15) | |
| 13.2 | The responses described in Item 23(e) (v) are hereby incorporated by reference. | ||
| 13.3 | The Registrant hereby incorporates the conformed copy of Amendment No. 2 to the Amended & Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement from Item 23 (h) (v) of the Federated U.S. Government Securities: 2-5 Years Registration Statement on Form N-1A, filed with the Commission on March 30, 2004. (File Nos. 2-75769 and 811-3387); | ||
| 13.4 | The Registrant hereby incorporates the conformed copy of Amendment No. 3 to the Amended & Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement from Item 23 (h) (v) of the Federated U.S. Government Securities: 2-5 Years Registration Statement on Form N-1A, filed with the Commission on March 30, 2004. (File Nos. 2-75769 and 811-3387); | ||
| 13.5 | Conformed Copy of Principal Shareholder Services Agreement (Class B Shares) including Exhibit 1 and Schedule A and B; | (17) | |
| 13.6 | Conformed Copy of Shareholders Services Agreement (Class B Shares) including Exhibit 1 and Schedule A; | (17) | |
| 13.7 | The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services, with Exhibit 1 and Amendments 1 and 2 attached, between Federated Administrative Services and the Registrant from Item 23(h) (iv) of the Federated Total Return Series, Inc. Registration Statement on Form N-1A, filed with the Commission on November 29, 2004. (File Nos. 33-50773 and 811-7115); | ||
| 13.8 | The Registrant hereby incorporates the conformed copy of the Second Amended and Restated Services Agreement, with attached Schedule 1 revised 6/30/04, from Item 23(h) (vii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 29, 2004. (File Nos. 33-29838 and 811-5843) | ||
| 13.9 | The Registrant hereby incorporates the conformed copy of the Financial Administration and Accounting Services Agreement, with attached Exhibit A revised 6/30/04, from Item (h) (viii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 29, 2004. (File Nos. 33-29838 and 811-5843) | ||
| 13.10 | The Registrant hereby incorporates the conformed copy of Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company from Item 23(h)(viii)of the Federated Total Return Government Bond Fund Registration Statement on Form N-1A, filed with the Commission on April 28, 2006 (File Nos. 33-60411 and 811-07309); | ||
| 13.11 | Conformed copy of the Financial Administration and Accounting Services Agreement, with attached Exhibit A revised 1/1/07; | (26) | |
| 13.12 | Conformed Copy of the Amendment to Transfer Agency and Service Agreement dated January 1, 2008. | (29) | |
| 13.13 | Conformed Copy of First Amendment to the Amended and Restated Agreement for Administrative Services. | (32) |
| (14) | |||
| 14.1 | The Registrant hereby incorporates the conformed copy of Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm from Item 14 of the Registrant’s Registration Statement on Form N-14 filed with the Commission on October 10, 2017 | ||
| 14.2 | The Registrant hereby incorporates the Conformed copy of Consent of KPMG LLP, Independent Registered Public Accounting Firm from Item 14 of the Registrant’s Registration Statement on Form N-14 filed with the Commission on October 10, 2017. |
| (15) | Not Applicable |
| (16) | |||
| 16.1 | The Registrant hereby incorporates the conformed copy of Unanimous Consent of Directors from Item 16 of the Registrant’s Registration Statement on Form N-14 filed with the Commission on October 10, 2017; | ||
| 16.2 | Conformed copy of Power of Attorney of the Registrant ; from Item 16 of the Registrant’s Registration Statement on Form N-14 filed with the Commission on October 10, 2017. |
| (17) | The Registrant hereby incorporates the Form of Ballot from Item 17 of the Registrant’s Registration Statement on Form N-14 filed with the Commission on October 10, 2017. | + |
| + | Exhibit is being filed electronically with registration statement; indicate by footnote |
| ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 2-91776 and 811-3984) | ||
| 2 | PEA No. 1 filed November 29, 1976. | |
| 9 | PEA No. 36 filed July 17, 1990. | |
| 12 | PEA No. 42 filed May 25, 1994. | |
| 13 | PEA No. 45 filed May 25, 1995. | |
| 15 | PEA No. 48 filed May 28, 1996. | |
| 16 | PEA No. 50 filed May 29, 1997. | |
| 17 | PEA No. 51 filed May 29, 1998. | |
| 20 | PEA No. 56 filed May 25, 2001. | |
| 21 | PEA No. 57 filed May 29, 2002. | |
| 22 | PEA No. 58 filed May 28, 2003. | |
| 23 | PEA No. 59 filed June 1, 2004. | |
| 24 | PEA No. 60 filed May 27, 2005. | |
| 26 | PEA No. 64 filed March 30, 2007. | |
| 27 | PEA No. 67 filed May 29, 2008. | |
| 28 | PEA No. 68 filed May 28, 2009. | |
| 29 | PEA No. 69 filed May 26, 2010. | |
| 30 | PEA No. 70 filed May 26, 2011. | |
| 31 | PEA No. 72 filed May 29, 2012. | |
| 32 | PEA No. 74 filed May 28, 2013. | |
| 33 | PEA No. 76 filed May 28, 2014. | |
| 34 | PEA No. 78 filed May 27, 2015. | |
| 35 | PEA No. 80 filed May 26, 2016 | |
| 36 | PEA No. 82 filed March 28, 2017 | |
| 37 | PEA No. 84 filed May 23, 2017 | |
| 38 | PEA No. 85 filed July 26, 2017 |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item (16)(12) of Form N-14 prior to the closing date of the reorganization.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL BOND FUND, INC., has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 8th day of December, 2017. |
| FEDERATED MUNICIPAL BOND FUND, INC. |
BY: /s/ George F. Magera George F. Magera, Assistant Secretary |
| Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
| NAME | TITLE | DATE |
BY: /s/ George F. Magera George
F. Magera, |
Attorney In Fact For the Persons Listed Below | December 8, 2017 |
J. Christopher Donahue*
|
President and Director (Principal Executive Officer) | |
| Lori A. Hensler* | Treasurer (Principal Financial Officer/ Principal Accounting Officer) | |
| John B. Fisher* | Director | |
| John T. Collins* | Director | |
| G. Thomas Hough* | Director | |
| Maureen Lally-Green* | Director | |
| Peter E. Madden* | Director | |
| Charles F. Mansfield, Jr.* | Director | |
| Thomas M. O’Neill* | Director | |
| P. Jerome Richey* | Director | |
| John S. Walsh* | Director | |
| *By Power of Attorney |
Exhibit 12
December 8, 2017
Federated New York Municipal Income Fund
a series of Federated Municipal Securities Income Trust
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Federated Municipal Bond Fund, Inc.
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
| Re: | Reorganization to Combine a Maryland Corporation and a Series of a Massachusetts Business Trust |
Ladies and Gentleman:
Federated Municipal Bond Fund, Inc., a Maryland corporation (the “Acquiring Fund”), and Federated Municipal Securities Income Trust, a Massachusetts business trust (“Trust”), on behalf of its series Federated New York Municipal Income Fund (“Acquired Fund”), have requested our opinion as to certain federal income tax consequences of transactions (the “Reorganization”) in which the Acquiring Fund will acquire all of the assets in exchange solely for shares of beneficial interest in the Acquiring Fund (“Acquiring Fund Shares”), and the assumption of certain liabilities of the Acquired Fund, pursuant to an Agreement and Plan of Reorganization (“Agreement”) entered into by the Acquiring Fund and the Trust, on behalf of the Acquired Fund, on October 5, 2017.[1] Specifically, the Funds have requested our opinion that the consummation of the Reorganization will qualify as a “reorganization” (as defined in section 368(a)).[2]
In rendering this opinion, we have examined (1) the Agreement, (2) the Proxy Statement/Prospectus dated October 10, 2017, regarding the Reorganization (“Proxy Statement”) that was furnished in connection with the solicitation, by the members of Trust’s Board of Trustees (“Board”), of proxies for use at a special meeting of the Acquired Fund’s shareholders that was held on November 27, 2017, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of the Acquiring Fund and the Acquired Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
| OPINION |
Based solely on the facts and representations set forth in the reviewed documents and the representations of officers of the Fund, and conditioned on (i) those representations’ being true on the closing date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of certain liabilities, if any, of the Acquired Fund, followed by the distribution of those Acquiring Fund Shares to the Acquired Fund’s shareholders in liquidation of the Acquired Fund.
3. No gain or loss will be recognized by the Acquiring Fund on the receipt of the Acquired Fund's assets in exchange solely for the Acquiring Fund Shares.
4. The basis of the Acquired Fund's assets in the hands of the Acquiring Fund will be the same as the basis of such assets in the Acquired Fund's hands immediately prior to the Reorganization.
5. The Acquiring Fund's holding period in the assets to be received from the Acquired Fund will include the Acquired Fund's holding period in such assets (except where the Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. The Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares of beneficial interest in the Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. The Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares to be received by them will be the same as their aggregate basis in the Acquired Fund Shares to be surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares to be received by the Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares to be surrendered in exchange therefor, provided those Acquired Fund Shares were held as capital assets on the date of the Reorganization.
No opinion is expressed as to the effect of the Reorganization on the Funds or any Acquired Fund shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if any Fund is insolvent. Finally, our opinion is solely for the information and use of the addressees and their shareholders and may not be relied on for any purpose by any other person without our express written consent.
Very truly yours,
/s/ K&L Gates LLP
K&L Gates LLP
[1] Each of the Acquired Fund and Acquiring Fund is sometimes referred to herein as a “Fund.”
[2] All “section” references are to the Internal Revenue Code of 1986, as amended (“Code”), unless otherwise noted, and all “Treas. Reg. §” references are to the regulations under the Code (“Regulations”).